TKO Group Holdings Sees Schedule 13D Amendment

TL;DR

Ariel amended 13D for TKO Group Holdings. Watch for ownership changes.

AI Summary

Emanuel Ariel, via C/O Source Interlink Companies, Inc., filed an amendment (No. 1) to Schedule 13D on September 13, 2024, regarding TKO Group Holdings, Inc. The filing indicates a change in reporting, potentially related to the ownership or control of the Class A Common Stock.

Why It Matters

This amendment signals a potential shift in significant beneficial ownership or control of TKO Group Holdings, Inc., which could impact the stock's valuation and trading dynamics.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in ownership or strategy by major holders, which can introduce volatility.

Key Players & Entities

• Emanuel Ariel (person) — Filer of Schedule 13D amendment
• TKO Group Holdings, Inc. (company) — Subject company
• Source Interlink Companies, Inc. (company) — Mailing address for Emanuel Ariel
• Robert Hilton (person) — Authorized to receive notices

FAQ

Key Financial Figures

• $0.00001 — ares of Class A Common Stock, par value $0.00001 per share (the Class A Common Stock), o
• $175.0 m — eement, January HoldCo may borrow up to $175.0 million, which was fully drawn on Septemb

Filing Documents

• d844526dsc13da.htm (SC 13D/A) — 36KB
• 0001193125-24-219032.txt ( ) — 38KB

is hereby amended and restated in its entirety as follows

Item 5 is hereby amended and restated in its entirety as follows: (a) (b) Amount beneficially owned: 91,320,235 Percent of Class: 53.5% Number of shares the Reporting Person has: Sole power to vote or direct the vote: 60,374 Shared power to vote: 91,259,861 Sole power to dispose or direct the disposition of: 60,374 Shared power to dispose or direct the disposition of: 91,259,861 Endeavor Operating Company, LLC (EOC) is the record holder of 75,412,059 common units (TKO Opco Units) of TKO Operating Company, LLC (TKO Opco), January Capital HoldCo, LLC (January HoldCo) is the record holder of 7,662,799 TKO OpCo Units, and January Sub, LLC (January Sub) is the record holder of 6,542,033 TKO OpCo Units. Subject to the terms of the operating agreement of TKO OpCo, the TKO OpCo Units may be redeemed for shares of Class A Common Stock on a one-for-one basis. In addition, WME IMG, LLC (WME IMG) is the record holder of 1,642,970 shares of Class A Common Stock. Endeavor Group Holdings, Inc. (Endeavor) is the managing member of Endeavor Manager, LLC, which in turn is the managing member of EOC. EOC is the sole member of January HoldCo and January Sub (EOC, January HoldCo and January Sub, collectively, the EDR Subscribers). WME IMG is an indirect subsidiary of Endeavor. As a result, Endeavor may be deemed to beneficially own the securities held of record by the EDR Subscribers or WME IMG. The Reporting Person is a member of the governing body of Endeavor and as a result may be deemed to share beneficial ownership of the securities beneficially owned by Endeavor. In addition, the Reporting Person is the record holder of 60,374 shares of Class A Common Stock. The above percentage is based on 81,023,476 shares of Class A Common Stock outstanding as of July 31, 2024. CUSIP No. 87256C 101 13D Page 3 of 4 pages (c) Except as described in Item 6, during the past 60 days, the Reporting Person has not effected any transactions with respect to the Class A C

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On September 13, 2024, January HoldCo entered into a Margin Loan Agreement (the Margin Loan Agreement), by and between the lenders party thereto and the Administrative Agent and Calculation Agent named therein, and arrangements incidental thereto. Under the Margin Loan Agreement, January HoldCo may borrow up to $175.0 million, which was fully drawn on September 13, 2024. The facility will mature on September 13, 2029. As security for the Margin Loan Agreement, January HoldCo has granted a first-priority lien to the lenders, pro rata to the amount of their commitments, on 6.1 million TKO OpCo Units and a corresponding number of shares of Class B Common Stock, par value $0.00001 per share, of the Issuer (collectively, the Pledged Securities). If January HoldCo defaults on its obligations under the Margin Loan Agreement, then the lenders can declare all amounts outstanding under the Margin Loan Agreement, with accrued interest, to be immediately due and payable, and if January HoldCo is unable to pay such amounts, the lenders may foreclose on the Pledged Securities and any other collateral that then secures borrowings under the Margin Loan Agreement. All voting rights with respect to the Pledged Securities will remain with January HoldCo at all times prior to the sale of any such Pledged Securities by a lender in a foreclosure upon an event of default under the Margin Loan Agreement. The information set forth or incorporated in Item 5 is incorporated by reference in its entirety into this Item 6. CUSIP No. 87256C 101 13D Page 4 of 4 pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : September 13, 2024 By: /s/ Ariel Emanuel Name: Ariel Emanuel

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View this SC 13D/A filing on SEC EDGAR